My clients are often under the impression that I have at the ready a library of forms such that drafting an agreement for a particular deal is pretty much a matter of filling in the client’s name and the date of the agreement. In reality, while in most cases the drafting of an agreement means using one or more existing agreements or forms as a starting point, there is usually too much factual variation between different deals to avoid having to engage in some active, brain-taxing drafting.
Starting now, I’m introducing a new (hopefully weekly) feature of this blog, where I provide a few links to some outside articles and blog posts that I found interesting. Here goes:
- Announcements of acquisitions of public companies lead to near-automatic shareholder lawsuits.
- An account of (apparently) the first Regulation D offering using general solicitation under the new rules.
- The SEC issued a report mandated by the JOBS Act on disclosure requirements under Regulation S-K, which applies to public company filings under the Securities Act of 1933 and Securities Exchange Act of 1934.
- A useful reminder that Form Ds, the form filed to report private offerings conducted under Regulation D, are publicly available when filed with the SEC.
Since I started practicing law in 1997, the manner in which closings of corporate deals are conducted has been completely transformed. In the old days, a typical closing would be conducted in a conference room in a law office, and the various documents that needed to be executed would be organized in manila file folders arrayed in a scary-looking retractable metal contraption that kept the folders separated. All attorneys and principals would be in the room, except that junior attorneys and paralegals would occasionally go scurrying off to make copies.
Over the New Year, I saw the new Leonardo DiCaprio/Martin Scorsese film, “The Wolf of Wall Street,” which told the apparently mostly-not-embellished true story of boiler room scammer Jordan Belfort. In addition to setting a record for use of the f-word in a film, this movie was the most relevant to what I do for a living since “The Social Network” improbably addressed the issue of dilution of startup founders.
Continuing its implementation of rules mandated by the JOBS Act, the SEC has proposed rules for the expansion of offerings under Regulation A. Here is the SEC’s handy press release and fact sheet. Commentators have dubbed the new rules “Regulation A+” because of the greatly increased maximum offering amount under the new rules (and not as a reference to the average grade at Harvard). As with the recent crowdfunding proposal, these rules are not effective until after the SEC issues final rules following a comment period. [Read more…]